Guide on Register of Nominee Directors
The Companies Act in Singapore was amended to introduce the register of nominee directors of companies, an amendment which came into effect 31 March 2017. This guide serves as a guidance for companies on what to expect when it comes to the register of nominee directors.
This guide is issued by ACRA and was introduced to help companies understand and comply with the requirements pertaining to the register of nominee directors.
A nominee director is someone who is accustomed or under an obligation whether formal or informal to act in accordance with the directions, instructions or wishes of any other person.
- Nominee directors must provide the following particulars of their nominators to their respective companies:
- Full name
- Aliases (if any)
- Residential address
- Identity card number or passport number
- Date of birth; and
- Date on which the director became the individual’s nominee.
- For nominators which are legal entities
- Unique entity number issued by the Registrar, if any;
- Address of registered office
- Legal form of the legal entity;
- Jurisdiction where, and statute under which, the legal entity is formed or incorporated;
- Name of corporate entity register of the jurisdiction where the legal entity is formed or incorporated, if applicable;
- Identification number or registration number of the legal entity on the corporate entity register of the jurisdiction where the legal entity is formed or incorporated, if applicable; and
- Date on which the director became the legal entity’s nominee.
What Is Required for the Register of Nominee Directors?
All companies which have been incorporated under the Companies Act must keep a register of its nominee directors containing the particulars of the nominators of the company’s nominee directors, and produce the register of nominee directors and any related document to the Registrar, an officer of ACRA or a public agency, upon request.
However, the following companies which have been locally incorporated in Singapore are exempted:
- Public company which shares are listed for quotation on an approved exchange in Singapore
- Company that is a Singapore financial institution
- Company that is wholly-owned by the Government of Singapore
- Company that is wholly-owned by a statutory body established by or under a public Act for a public purpose
- Company that is a wholly-owned subsidiary of a company mentioned in above
- Company which shares are listed on a securities exchange in a country or territory outside Singapore and which is subject to
(i) regulatory disclosure requirements
(ii) requirements relating to adequate transparency in respect of its beneficial owners, imposed through stock exchange rules, law or other enforceable means.
Exemptions are only applicable to the requirement on a company keeping a register of nominee directors. They do not apply to the nominee director’s duty to provide information.
For example, a company X that is a Singapore financial institution is not required to keep a register of nominee directors, but if X is a nominator of a nominee director of a company Y that is not exempted from the requirement on keeping a register of nominee directors, then the nominee director is required to provide X’s particulars to Y and X’s particulars are required to be contained in Y’s register of nominee directors.
A Nominee Director’s Obligations
Nominee directors will be required to inform their respective companies of that fact, provide the particulars of their nominators and in addition, inform their companies when they cease to be a nominee and of any change to the nominator’s particulars provided to the company.
A person appointed as a director of a company for the purpose of compliance with the requirement that every company registered in Singapore must have at least one director who is ordinarily a resident in Singapore would generally fall within the definition of a director who is a nominee.
Nominee directors of a company incorporated on or after 31 March 2017 must inform the company of that fact and provide the particulars of the nominator within 30 days after the date of incorporation. Anyone who becomes a nominee must inform the company of that fact and provide the particulars of the nominator within 30 days after the director becomes a nominee.
For those who are directors of companies incorporated before 31 March 2017, they must inform the company of that fact and provide the particulars of the nominator within 60 days after 31 March 2017, and they must inform the company of that fact and provide the particulars of the nominator within 30 days after the director becomes a nominee.
For the cessation of nominee directorship and/or update the particulars of nominators, the nominee director must inform his company:
That he ceases to be a nominee within 30 days after the cessation
Of any change to the particulars provided to the company within 30 days after the change.
Maintaining a Register of Nominee Directors
A register of nominee directors is kept by the company, although this information does not need to be filed with the Accounting and Corporate Regulatory Authority (ACRA). Nominee directors must inform their respective companies about the fact that they are nominees.
Nominee directors will also be required to provide the prescribed particulars of their nominators to their companies within the applicable timelines.
Defining the Nominee Director and Registrable Controller
These two positions are not the same thing. Depending on the facts and circumstances of a case, an individual may be both, either or neither. If an individual is a nominee director, it does mean that they are also a registrable controller, and vice versa.